**Exhibit 11.1**

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**CODE OFETHICAL CONDUCT**

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Æterna Zentaris Inc. (“Æterna Zentaris”) and all of thedirectors, officers and employees of Æterna Zentaris and its subsidiaries(collectively with Æterna Zentaris, the “Company”) are committed to preserving the reputation ofthe Company forintegrity and excellence and conducting the businesses and activities of the Company honestly and ethically and in compliance with applicable laws,rules and regulations.

 

Accordingly, the Board ofDirectors of Æterna Zentaris has adopted this Code of Ethical Conduct, whichapplies to all directors, officers and employees of the Company and itssubsidiaries, including, but not limited to, Æterna Zentaris’ principalexecutive officer, principal financial officer, principal accounting officer orcontroller and persons performing similar functions. This Code of EthicalConduct is intended to meet the requirements for a code of ethics under theSarbanes-Oxley Act of 2002 (and the related regulations adopted by theSecurities and Exchange Commission) and the applicable Marketplace Rules ofThe Nasdaq Stock Market, Inc.

 

This Code of Ethical Conductdoes not summarize all of the Company’s policies. You must also comply with theCompany’s other policies which are set forth elsewhere. In addition, this Codeof Ethical Conduct reflects general principles of conduct and does notanticipate or cover in detail every topic or situation. If you have a questionabout anything covered in this Code of Ethical Conduct or if you are unsure aboutwhether some action would be consistent with this Code of Ethical Conduct, youagree to ask the Senior Vice President, Administration and Legal Affairs or the Corporate Secretary ofthe Company. Similarly, ifyou should encounter a situation in which you are unsure what to do, you agreeto tell the Senior Vice President, Administration and Legal Affairs or the CorporateSecretary of the Company and ask for help.

 

**Policies and Practice**

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***General Conduct******-******Conflictsof Interest***

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You should act ethically,honestly and with integrity. Your duty to act ethically, honestly and withintegrity includes avoiding actual or apparent conflicts of interest betweenyour personal, private interests and the interests of the Company, includingusing your position to receive improper personal benefits. This obligationapplies to both business relationships and personal activities. A “conflict of interest” existswhenever your interests (financial or otherwise) interfere or conflict in anyway (or even appear tointerfere or conflict) with the Company’s interests. A conflict of interest canarise when you take actions or have interests that may make it difficult toperform your work for the Company objectively and effectively. Conflicts ofinterest may also arise when you, or members of your family, receive improperpersonal benefits as a result of your position with the Company, regardless offrom where those benefits are received.

 

You also owe the Company aduty to advance its legitimate interests when the opportunity to do so arises.You are prohibited from (i) taking for yourself personally opportunitiesthat properly belong to the Company or are discovered through the use of theCompany’s resources, property, information or your position with the Company; (ii) usingcorporate property, information (confidential or otherwise) or position forpersonal gain; or (iii) competing with the Company. You should conductyour personal affairs so that there can be no unfavorable reflection on theCompany, either express or implied.

 

***Protection and Proper Use of Æterna Zentaris’ assets***

 

Allemployees, officers and directors should protect Æterna Zentaris’ assets andensure their efficient use. Theft, carelessness and waste have a direct impacton Æterna Zentaris’ assets. All of Æterna Zentaris’ assets should be used onlyfor legitimate business purposes.

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***Fair Dealing***

 

Eachemployee, officer and director shall endeavor to deal fairly with ÆternaZentaris’ partners, suppliers, competitors and employees. None should takeunfair advantage of anyone through manipulation, concealment, abuse ofprivileged information, misrepresentation of material facts, or any otherunfair-dealing practice.

 

***Compliancewith Laws, Rules and Regulations***

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In performing your duties onbehalf of the Company, you must comply with all applicable governmental laws, rules andregulations, as well as the rules and regulations of any stock exchangesand quotation systems on which Æterna Zentaris’ securities are listed.

 

***Public Disclosure******-******Confidentialityof Non-Public Information***

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As a public company, ÆternaZentaris must provide full, fair, accurate, timely, and understandabledisclosure in reports and documents that Æterna Zentaris files with, or submitsto, the Securities and Exchange Commission or other regulators and in otherpublic communications by Æterna Zentaris.

 

Consequently, the Company’sbooks, business records, accounts and financial statements must be maintainedin reasonable detail, must appropriately reflect the Company’s transactions andmust conform both to applicable legal and regulatory requirements, including,if applicable, maintaining the financial and accounting records in accordancewith generally accepted accounting principles, and to the Company’ssystem of internal controls. Unrecorded or “off the books” funds or assets should not be maintained unless permitted byapplicable law or regulation.

 

In addition, all employees,officers and directors of the Company are expected to comply with the Company’sdisclosure controls and procedures to ensure that material information relatingto the Company is timely recorded, processed, summarized and reported inaccordance with all applicable laws, rules and regulations. You mustensure that all information or data that you report to management is accurateand honest, and you must fully and accurately comply with all audits, requestsfor special record keeping or retention of documents, documents or othermaterial from or on behalf of the Company’s auditors or the Company’smanagement.

 

You must also take all reasonablemeasures to protect the confidentiality of non-public information about theCompany and its customers obtained or created in connection with youractivities and prevent the unauthorized disclosure of such information unlessrequired by applicable law or regulation or legal or regulatory process.

 

**Compliance with this Code of Ethical Conduct**

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All employees, officers anddirectors of the Company, regardless of level or seniority in the Company, havea duty to review, understand and adhere strictly to the guidelines set forth inthis Code of Ethical Conduct.

 

The Company is committed toholding all employees, officers and directors accountable for adherence to thisCode of Ethical Conduct.

 

**Duty to Report Violations of this Code of Ethical Conduct****-****No Retaliation**

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The Company recognizes thatemployees may be reluctant in reporting certain types of potential issuesrelating to violations of the Code of Ethical Conduct. It is for that reason,in addition to those enumerated above, that the Company has selected anindependent third party supplier to provide a confidential and anonymouscommunication channel for reporting concerns about possible violations of theCode of Ethical Conduct as well as financial and/or accounting irregularitiesor fraud.

 

All inquiries will betransmitted to the Chair of the Audit Committee and handled promptly anddiscreetly. Anonymity and confidentiality will be maintained insofar as ispossible. The Company employees will not be penalized, dismissed, demoted orsuspended and no retaliatory action will be taken against them for reporting orinquiring in good faith about potential breaches of the Code of Ethical Conduct, or forseeking guidance on how to handle suspected breaches.

 

Details, on how to access this reporting service orhow to contact the Senior Vice President, Administration and Legal Affairs orthe Corporate Secretary of the Company, are available on Æterna Zentaris’ Website at www.aezsinc.com under section Investors/Governance.

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**Disciplinary Actions**

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The Company is committed tothe appropriate, prompt investigation and follow-up of any violation orsuspected violation of this Code of Ethical Conduct. Reports of violations willbe investigated.

 

As far as legally possible,violations of this Code of Ethical Conduct may result in disciplinary measures,including, depending on the individual circumstances, the level of involvementand knowledge and the severity of the violation, (i) warning and/orreprimand; (ii) demotion; or (iii) termination of the employment.

 

In addition,violations of this Code of Ethical Conduct may also constitute violations oflaw and may result in civil and criminal penalties for you, your supervisorsand/or the Company.

 

**Waivers of any Provision of this Code ofEthical Conduct**

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Any request for a waiver of any provision ofthis Code of Ethical Conduct for a director, officer or employee of theCompany must be in writing and addressed to the Senior Vice President, Administration andLegal Affairs or the Corporate Secretary of the Company. The Board ofDirectors of Æterna Zentaris must approve any waiver with respect to this Codeof Ethical Conduct that involves a director or an executive officer of Æterna Zentaris.Waivers of any provision of this Code of Ethical Conduct for an officer oremployee of the Company (other than a person who is a director or executiveofficer of Æterna Zentaris) may be made by the Senior Vice President, Administration andLegal Affairs or the Corporate Secretary of the Company.

 

Æterna Zentaris is required topublicly disclose any waivers granted to a director or executive officer ofÆterna Zentaris, along with the reasons for such waivers, in accordance withthe provisions of the Securities Exchange Act of 1934, as amended, and therelevant rules, if any, of any stock exchanges and quotation systems on whichÆterna Zentaris’ securities are listed.

 

**Amendments to this Code of Ethical Conduct**

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The Board of Directors ofÆterna Zentaris may update or otherwise amend this Code of Ethical Conduct.When there are material changes, the Company will provide each director,officer and employee of the Company with an updated copy of the Code of EthicalConduct.

 

**Final Provision**

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The****Senior VicePresident, Administration and Legal Affairs and the Corporate Secretary of theCompany agree to keepeach other informed of the reception of any information or report in connectionwith the Code of Ethical Conduct.

 

Adopted and approved by theBoard of Directors on March 29, 2004 and amended by the Board of Directors on November 3,2004, December 13, 2005, March 2, 2007 and March 10, 2009.

 

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